FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ferdinand Brian
2. Issuer Name and Ticker or Trading Symbol

LUXURBAN HOTELS INC. [ LUXH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

2125 BISCAYNE BLVD., SUITE 253
3. Date of Earliest Transaction (MM/DD/YYYY)

2/14/2023
(Street)

MIAMI, FL 33137
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2/14/2023  J(1)  874474 D$0 15468969 I by THA Holdings LLC (2)
Common Stock         462500 I by THA Family II Holdings LLC (3)
Common Stock         73334 I by SuperLuxMia LLC (4)
Common Stock         115000 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Make-Whole Right (Obligation to Sell) $0 2/14/2023  J     874474  2/14/2023 2/14/2023 Common Stock 874474 $0 (1)125526 I by THA Holdings LLC 
Make-Whole Right (Obligation to Sell) $0 2/14/2023  J   125526    2/14/2023 2/14/2023 Common Stock 125526 $0 (1)0 I by THA Holdings LLC 
Warrants $4.20           8/12/2022 8/12/2027 Common Stock 250000  250000 I by THA Family II Limited Liability Company (5)
Warrants $4.20           8/12/2022 8/12/2027 Common Stock 112500  112500 I by THA Family II Limited Liability Company (6)
Warrants $4.20           8/12/2022 8/12/2027 Common Stock 55000  55000 I by SuperLuxMia LLC (7)

Explanation of Responses:
(1) As reported in the Issuer's Current Report on Form 8-K filed on December 20, 2022, THA Holdings LLC deposited 1,000,000 shares of the Issuer's common stock into escrow (the "Escrow") in support of a make-whole right granted by THA to Greenle Partners LLC Series Alpha PS and Greenle Partners LLC Series Beta P.S. (together, "Greenle"). Mr. Ferdinand via THA agreed to personally pay to Greenle any difference in the aggregate amount Greenle realizes in public or private sales of the shares of the Issuer's common stock that were issued to Greenle upon conversion of $3 million principal amount of Issuer's debt held by Greenle. This Form 4 reports that on February 16, 2023, the Escrow was terminated with 874,474 shares being transferred to Greenle by THA and 125,526 shares being returned to THA. Neither Mr. Ferdinand or THA received any cash proceeds from the transfer to Greenle.
(2) THA Holdings LLC is an entity owned and operated by the Reporting Person.
(3) THA Family II Limited Liability Company is an entity owned and operated by the Reporting Person.
(4) SuperLuxMia LLC is an entity owned and operated by the Reporting Person.
(5) Comprised of underlying shares of the Issuer's common stock issuable upon exercise of the THA Contingent Warrants owned by THA Family II Limited Liability Company.
(6) Comprised of shares of the Issuer's common stock underlying the 2022 Insider Bridge Warrant owned by THA Family II Limited Liability Company.
(7) Comprised of shares of the Issuer's common stock underlying the 2022 Insider Bridge Warrant owned by SuperLuxMia LLC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Ferdinand Brian
2125 BISCAYNE BLVD.
SUITE 253
MIAMI, FL 33137
XXChief Executive Officer

Signatures
Brian Ferdinand2/17/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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